<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
MCN CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Michigan 38-2820658
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
500 Griswold Street, Detroit, Michigan 48226
(Address of Principal Executive Offices) (Zip Code)
MICHCON SAVINGS AND STOCK OWNERSHIP PLAN
(Full Title of the Plan)
Daniel L. Schiffer
Vice President, General Counsel
and Secretary
MCN Corporation
500 Griswold Street
Detroit, Michigan 48226
(Name and Address of Agent for Service)
(313) 256-5500
(Telephone Number, Including Area Code, of Agent For Service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------
<S> <C> <C> <C> <C>
Title of Amount of Proposed Proposed
Additional Additional Maximum Maximum
Securities Securities Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share (1) Price Fee
-----------------------------------------------------------------
MCN Corporation
Common Stock,
$.01 par value 400,000 $39.063 $15,625,200 $5,388
Shares
-----------------------------------------------------------------
</TABLE>
(1) Based on the average of the high and low prices in the daily composite
list for transactions on the New York Stock Exchange on March 22,
1994.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
<PAGE> 2
REGISTRATION OF ADDITIONAL SECURITIES
MCN Corporation (the "Registrant") hereby incorporates by reference in
this Registration Statement all contents, including those incorporated by
reference, of the Registrant's Registration Statements on Form S-8 dated
January 27, 1989 (Registration No. 33-26720) and Form S-8 dated January 9, 1992
(Registration No. 33-44975).
All documents subsequently filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act prior to the
filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated herein by reference and to
be a part hereof from the dates of filing of such documents.
<PAGE> 3
Item 8. Exhibits
Exhibit
Number Exhibit
------- -------
5-1 Opinion of Daniel L. Schiffer, General Counsel for the Registrant*
The Registrant undertakes to submit or has submitted the Plan and
any amendment thereto to the Internal Revenue Service ("IRS")
in a timely manner and has made or will make all changes required
by the IRS in order to qualify the Plan under Section 401 of
the Internal Revenue Code.
23-1 Consent of Deloitte & Touche, Detroit, Michigan*
23-2 Consent of Daniel L. Schiffer, Vice President, General Counsel
and Secretary of the Registrant (included in Exhibit 5-1)
24-1 Powers of Attorney*
24-2 Board Resolution authorizing issuance of common equity*
- ------------------
* Indicates documents filed herewith.
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Detroit, State of Michigan, on the 25th day of
March, 1994.
MCN CORPORATION
By: /s/ Patrick Zurlinden
----------------------------
Patrick Zurlinden
Controller and
Chief Accounting Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Title Date
----- ----
<S> <C> <C>
*
- ----------------------------
Alfred R. Glancy III Director, Chairman,
President and Chief
Executive Officer March 25, 1994
*
- ----------------------------
William K. McCrackin Director, Vice
Chairman and Chief
Financial Officer March 25, 1994
By: /s/ Patrick Zurlinden
----------------------------
Patrick Zurlinden Controller and Chief
Accounting Officer March 25, 1994
*
- ----------------------------
Stephen E. Ewing Director March 25, 1994
*
- ----------------------------
Roger Fridholm Director March 25, 1994
*
- ----------------------------
Frank M. Hennessey Director March 25, 1994
*
- ---------------------------
Thomas H. Jeffs II Director March 25, 1994
*
- ----------------------------
Arthur L. Johnson Director March 25, 1994
*
- ---------------------------
Dale A. Johnson Director March 25, 1994
- ----------------------------
Helen O. Petrauskas Director
*
- ----------------------------
Howard F. Sims Director March 25, 1994
</TABLE>
*By: /s/ Patrick Zurlinden
----------------------
Patrick Zurlinden
Attorney-in-Fact
<PAGE> 5
Exhibit
Number Exhibit
------- -------
5-1 Opinion of Daniel L. Schiffer, General Counsel for the
Registrant*
23-1 Consent of Deloitte & Touche, Detroit, Michigan*
23-2 Consent of Daniel L. Schiffer, Vice President, General Counsel
and Secretary of the Registrant (included in Exhibit 5-1)
24-1 Powers of Attorney*
24-2 Board Resolution authorizing issuance of common equity*
- ------------------
* Indicates documents filed herewith.
<PAGE> 1
EXHIBIT 5-1
March 25, 1994
MCN Corporation
500 Griswold Street
Detroit, MI 48226
Ladies and Gentlemen:
I am acting as counsel for MCN Corporation, a Michigan corporation in
connection with the sale of up to 400,000 additional shares of MCN Common
Stock, $.01 par value ("MCN Common Stock") which are being sold by MCN pursuant
to the terms of the MichCon Savings and Stock Ownership Plan. These shares of
MCN Common Stock are in addition to the 350,000 shares which were registered
under the Securities Act of 1933, as amended, (the "1933 Act") filed on January
9, 1992. The additional shares of MCN Common Stock are being registered under
the 1933 Act by a Registration Statement on Form S-8 filed with the Securities
and Exchange Commission on March 25, 1994.
In preparation for rendering my opinion hereafter expressed, I have
examined the originals or copies, certified to my satisfaction, of such
corporate records and other documents and certificates as I have deemed
necessary.
Based upon the above, I am of the opinion that:
1. MCN is a corporation duly organized and validly existing under
and pursuant to the laws of the State of Michigan.
2. The shares of MCN Common Stock which are covered by the
Registration Statement when sold will be legally issued by MCN,
duly authorized, fully paid and nonassessable.
I hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ DANIEL L. SCHIFFER
- ---------------------------------------
Daniel L. Schiffer
Vice President, General Counsel & Secretary
MCN Corporation
<PAGE> 1
EXHIBIT 23-1
INDEPENDENT AUDITORS' CONSENT
- -----------------------------
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of our reports dated February 8, 1994 appearing in and
incorporated by reference in the Annual Report on Form 10-K of MCN Corporation
for the year ended December 31, 1993, and of our report dated June 15, 1993
appearing in the Annual Report on Form 11-K of the MichCon Savings and Stock
Ownership Plan for the year ended December 31, 1992.
/s/ DELOITTE & TOUCHE
- ------------------------
DELOITTE & TOUCHE
Detroit, Michigan
March 24, 1994
<PAGE> 1
EXHIBIT 24-1
POWER OF ATTORNEY
Know All Men By These Presents:
That the undersigned director or officer of MCN Corporation, a
corporation formed under the laws of the State of Michigan, does hereby
constitute and appoint Daniel L. Schiffer and Patrick Zurlinden, and each of
them, his true and lawful attorneys and agents, each with full power and
authority (acting alone and without the others) to execute in the name and on
behalf of the undersigned as such director or officer, Registration Statements
on Form S-8, including any post-effective amendments or other filings in
connection therewith, under the Securities Act of 1933, as amended, with
respect to the issuance of up to 400,000 shares of MCN Common Stock for the
MichCon Savings and Stock Ownership Plan and 250,000 shares of MCN Common Stock
for the MichCon Investment and Stock Ownership Plan; hereby granting to such
attorneys and agents, and each of them, full power of substitution and
revocation in the premises; and hereby ratifying and confirming all that such
attorneys and agents, or any of them, may do or cause to be done by virtue of
these presents.
In Witness Whereof, I have executed this Power of Attorney this 24th day
of March, 1994.
/s/ ALFRED R. GLANCY III
---------------------------
Alfred R. Glancy III
<PAGE> 2
EXHIBIT 24-1
POWER OF ATTORNEY
Know All Men By These Presents:
That the undersigned director or officer of MCN Corporation, a
corporation formed under the laws of the State of Michigan, does hereby
constitute and appoint Alfred R. Glancy III, Daniel L. Schiffer, and Patrick
Zurlinden, and each of them, his true and lawful attorneys and agents, each
with full power and authority (acting alone and without the others) to execute
in the name and on behalf of the undersigned as such director or officer,
Registration Statements on Form S-8, including any post-effective amendments or
other filings in connection therewith, under the Securities Act of 1933, as
amended, with respect to the issuance of up to 400,000 shares of MCN Common
Stock for the MichCon Savings and Stock Ownership Plan and 250,000 shares of
MCN Common Stock for the MichCon Investment and Stock Ownership Plan; hereby
granting to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises; and hereby ratifying and
confirming all that such attorneys and agents, or any of them, may do or cause
to be done by virtue of these presents.
In Witness Whereof, I have executed this Power of Attorney this 24th day
of March, 1994.
/s/ STEPHEN E. EWING
---------------------------
Stephen E. Ewing
<PAGE> 3
EXHIBIT 24-1
POWER OF ATTORNEY
Know All Men By These Presents:
That the undersigned director or officer of MCN Corporation, a
corporation formed under the laws of the State of Michigan, does hereby
constitute and appoint Alfred R. Glancy III, Daniel L. Schiffer and Patrick
Zurlinden, and each of them, his true and lawful attorneys and agents, each
with full power and authority (acting alone and without the others) to execute
in the name and on behalf of the undersigned as such director or officer,
Registration Statements on Form S-8, including any post-effective amendments or
other filings in connection therewith, under the Securities Act of 1933, as
amended, with respect to the issuance of up to 400,000 shares of MCN Common
Stock for the MichCon Savings and Stock Ownership Plan and 250,000 shares of
MCN Common Stock for the MichCon Investment and Stock Ownership Plan; hereby
granting to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises; and hereby ratifying and
confirming all that such attorneys and agents, or any of them, may do or cause
to be done by virtue of these presents.
In Witness Whereof, I have executed this Power of Attorney this 24th day
of March, 1994.
/s/ WILLIAM K. MCCRACKIN
---------------------------
William K. McCrackin
<PAGE> 4
EXHIBIT 24-1
POWER OF ATTORNEY
Know All Men By These Presents:
That the undersigned director or officer of MCN Corporation, a
corporation formed under the laws of the State of Michigan, does hereby
constitute and appoint Alfred R. Glancy III, Daniel L. Schiffer and Patrick
Zurlinden, and each of them, his true and lawful attorneys and agents, each
with full power and authority (acting alone and without the others) to execute
in the name and on behalf of the undersigned as such director or officer,
Registration Statements on Form S-8, including any post-effective amendments or
other filings in connection therewith, under the Securities Act of 1933, as
amended, with respect to the issuance of up to 400,000 shares of MCN Common
Stock for the MichCon Savings and Stock Ownership Plan and 250,000 shares of
MCN Common Stock for the MichCon Investment and Stock Ownership Plan; hereby
granting to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises; and hereby ratifying and
confirming all that such attorneys and agents, or any of them, may do or cause
to be done by virtue of these presents.
In Witness Whereof, I have executed this Power of Attorney this 24th day
of March, 1994.
/s/ ARTHUR L. JOHNSON
---------------------------
Arthur L. Johnson
<PAGE> 5
EXHIBIT 24-1
POWER OF ATTORNEY
Know All Men By These Presents:
That the undersigned director or officer of MCN Corporation, a
corporation formed under the laws of the State of Michigan, does hereby
constitute and appoint Alfred R. Glancy III, Daniel L. Schiffer and Patrick
Zurlinden, and each of them, his true and lawful attorneys and agents, each
with full power and authority (acting alone and without the others) to execute
in the name and on behalf of the undersigned as such director or officer,
Registration Statements on Form S-8, including any post-effective amendments or
other filings in connection therewith, under the Securities Act of 1933, as
amended, with respect to the issuance of up to 400,000 shares of MCN Common
Stock for the MichCon Savings and Stock Ownership Plan and 250,000 shares of
MCN Common Stock for the MichCon Investment and Stock Ownership Plan; hereby
granting to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises; and hereby ratifying and
confirming all that such attorneys and agents, or any of them, may do or cause
to be done by virtue of these presents.
In Witness Whereof, I have executed this Power of Attorney this 24th day
of March, 1994.
/s/ HOWARD F. SIMS
---------------------------
Howard F. Sims
<PAGE> 6
EXHIBIT 24-1
POWER OF ATTORNEY
Know All Men By These Presents:
That the undersigned director or officer of MCN Corporation, a
corporation formed under the laws of the State of Michigan, does hereby
constitute and appoint Alfred R. Glancy III, Daniel L. Schiffer and Patrick
Zurlinden, and each of them, his true and lawful attorneys and agents, each
with full power and authority (acting alone and without the others) to execute
in the name and on behalf of the undersigned as such director or officer,
Registration Statements on Form S-8, including any post-effective amendments or
other filings in connection therewith, under the Securities Act of 1933, as
amended, with respect to the issuance of up to 400,000 shares of MCN Common
Stock for the MichCon Savings and Stock Ownership Plan and 250,000 shares of
MCN Common Stock for the MichCon Investment and Stock Ownership Plan; hereby
granting to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises; and hereby ratifying and
confirming all that such attorneys and agents, or any of them, may do or cause
to be done by virtue of these presents.
In Witness Whereof, I have executed this Power of Attorney this 24th day
of March, 1994.
/s/ Frank M. Hennessey
---------------------------
Frank M. Hennessey
<PAGE> 7
EXHIBIT 24-1
POWER OF ATTORNEY
Know All Men By These Presents:
That the undersigned director or officer of MCN Corporation, a
corporation formed under the laws of the State of Michigan, does hereby
constitute and appoint Alfred R. Glancy III, Daniel L. Schiffer and Patrick
Zurlinden, and each of them, his true and lawful attorneys and agents, each
with full power and authority (acting alone and without the others) to execute
in the name and on behalf of the undersigned as such director or officer,
Registration Statements on Form S-8, including any post-effective amendments or
other filings in connection therewith, under the Securities Act of 1933, as
amended, with respect to the issuance of up to 400,000 shares of MCN Common
Stock for the MichCon Savings and Stock Ownership Plan and 250,000 shares of
MCN Common Stock for the MichCon Investment and Stock Ownership Plan; hereby
granting to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises; and hereby ratifying and
confirming all that such attorneys and agents, or any of them, may do or cause
to be done by virtue of these presents.
In Witness Whereof, I have executed this Power of Attorney this 24th day
of March, 1994.
/s/ ROGER FRIDHOLM
---------------------------
Roger Fridholm
<PAGE> 8
EXHIBIT 24-1
POWER OF ATTORNEY
Know All Men By These Presents:
That the undersigned director or officer of MCN Corporation, a
corporation formed under the laws of the State of Michigan, does hereby
constitute and appoint Alfred R. Glancy III, Daniel L. Schiffer and Patrick
Zurlinden, and each of them, his true and lawful attorneys and agents, each
with full power and authority (acting alone and without the others) to execute
in the name and on behalf of the undersigned as such director or officer,
Registration Statements on Form S-8, including any post-effective amendments or
other filings in connection therewith, under the Securities Act of 1933, as
amended, with respect to the issuance of up to 400,000 shares of MCN Common
Stock for the MichCon Savings and Stock Ownership Plan and 250,000 shares of
MCN Common Stock for the MichCon Investment and Stock Ownership Plan; hereby
granting to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises; and hereby ratifying and
confirming all that such attorneys and agents, or any of them, may do or cause
to be done by virtue of these presents.
In Witness Whereof, I have executed this Power of Attorney this 24th day
of March, 1994.
/s/ THOMAS H. JEFFS II
---------------------------
Thomas H. Jeffs II
<PAGE> 9
EXHIBIT 24-1
POWER OF ATTORNEY
Know All Men By These Presents:
That the undersigned director or officer of MCN Corporation, a
corporation formed under the laws of the State of Michigan, does hereby
constitute and appoint Alfred R. Glancy III, Daniel L. Schiffer and Patrick
Zurlinden, and each of them, his true and lawful attorneys and agents, each
with full power and authority (acting alone and without the others) to execute
in the name and on behalf of the undersigned as such director or officer,
Registration Statements on Form S-8, including any post-effective amendments or
other filings in connection therewith, under the Securities Act of 1933, as
amended, with respect to the issuance of up to 400,000 shares of MCN Common
Stock for the MichCon Savings and Stock Ownership Plan and 250,000 shares of
MCN Common Stock for the MichCon Investment and Stock Ownership Plan; hereby
granting to such attorneys and agents, and each of them, full power of
substitution and revocation in the premises; and hereby ratifying and
confirming all that such attorneys and agents, or any of them, may do or cause
to be done by virtue of these presents.
In Witness Whereof, I have executed this Power of Attorney this 24th day
of March, 1994.
/s/ DALE A. JOHNSON
---------------------------
Dale A. Johnson
<PAGE> 10
EXHIBIT 24-1
POWER OF ATTORNEY
Know All Men By These Presents:
That the undersigned director or officer of MCN Corporation, a
corporation formed under the laws of the State of Michigan, does hereby
constitute and appoint Alfred R. Glancy III and Daniel L. Schiffer and each of
them, his true and lawful attorneys and agents, each with full power and
authority (acting alone and without the others) to execute in the name and on
behalf of the undersigned as such director or officer, Registration Statements
on Form S-8, including any post-effective amendments or other filings in
connection therewith, under the Securities Act of 1933, as amended, with
respect to the issuance of up to 400,000 shares of MCN Common Stock for the
MichCon Savings and Stock Ownership Plan and 250,000 shares of MCN Common Stock
for the MichCon Investment and Stock Ownership Plan; hereby granting to such
attorneys and agents, and each of them, full power of substitution and
revocation in the premises; and hereby ratifying and confirming all that such
attorneys and agents, or any of them, may do or cause to be done by virtue of
these presents.
In Witness Whereof, I have executed this Power of Attorney this 24th day
of March, 1994.
/s/ PATRICK ZURLINDEN
---------------------------
Patrick Zurlinden
<PAGE> 1
EXHIBIT 24-2
MCN CORPORATION
CERTIFIED COPY OF RESOLUTION
I, Daniel L. Schiffer, Vice President, General Counsel and Secretary of
MCN Corporation, a Michigan corporation, DO HEREBY CERTIFY that the following
is a true and complete copy of a resolution duly adopted by the Board of
Directors of MCN Corporation on February 24, 1994:
WHEREAS, the Board of Directors has determined that it was
desirable and in the best interest of the Corporation that it be able to
issue shares of its Common Stock for purchase by the Corporation's
Dividend Reinvestment Plan, MichCon's Savings and Investment Plans, and
Genix Corporation's Retirement Savings Plan for Salaried Employees and
for awards of restricted stock under the Corporation's Stock Incentive
Plan, and such Plans permit the use of original issue stock in addition
to stock acquired through open market purchases.
WHEREAS, the Board of Directors has determined that it is also
desirable and in the best interest of the Corporation that it be able to
authorize and issue 650,000 additional shares of its Common Stock for
purchase by MichCon's Savings and Investment Plans.
NOW THEREFORE BE IT RESOLVED, that the Board authorizes the
issuance of up to an aggregate of 650,000 shares of the Corporation's
Common Stock to be issued in connection with the MichCon's Savings and
Investment Plans at a price equal to the market value of the
Corporation's Common Stock at the time of sale or otherwise based on
market price as set forth in any such Plan.
FURTHER RESOLVED, that the officers of the Corporation, and each
of them, are authorized to execute any and all documents, and take any
and all further actions as they, or any of them, may deem necessary or
advisable in connection with the foregoing, including but not limited
to:
(a) executing and filing an application, and any and all
amendments thereto, with the New York Stock Exchange for the
listing of up to 650,000 shares of the Corporation's common
stock.
(b) executing such documents and effecting such filings as may be
required under Blue Sky laws.
(c) retaining and employing counsel and others whose service may
be necessary or desirable in connection with the issuance and
sale of such stock.
I further certify that said resolution remains in full force and effect on the
date thereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 25th day of March,
1994.
/s/ DANIEL L. SCHIFFER
-------------------------------------
Daniel L. Schiffer
Vice President, General Counsel
and Secretary
